CREDIT NUMBER 7571-MG
                                    CREDIT NO. 6245-MG (Third Amendment)
                                      CREDIT 6818-MG (Second Amendment)




             Financing Agreement
(Second Additional Financing to the Integrated Urban Development and Resilience
                       Project for Greater Antananarivo)


                                   between


                       REPUBLIC OF MADAGASCAR


                                     and


            INTERNATIONAL DEVELOPMENT ASSOCIATION
                             FINANCING AGREEMENT

         AGREEMENT dated as of the Signature Date between REPUBLIC OF
MADAGASCAR             (“Recipient”)     and    INTERNATIONAL          DEVELOPMENT
ASSOCIATION (“Association”) for the purpose of (i) providing additional financing for
activities related to the project described in the financing agreement for the Integrated
Urban Development and Resilience Project for Greater Antananarivo Project (“Original
Project”) between the Recipient and the Association dated June 1, 2018 as amended on
December 18, 2020 (“Original Financing Agreement”); and (ii) amending the Original
Financing Agreement and First Additional Financing Agreement, as such amendments are
highlighted in this agreement and reflected in Section III of the Appendix to this
Agreement.

          WHEREAS: (A) under an agreement, dated June 1, 2018, between the
Recipient and the Association (“Original Financing Agreement”), the Association agreed
to provide the Recipient with a credit in an amount equivalent to fifty-one million six
hundred thousand Special Drawing Rights (SDR 51,600,000) (“Original Financing”) to
assist in financing the project described in Schedule 1 to the Original Financing Agreement
(“Original Project”);

        (B)      On December 18, 2020, the Association agreed to provide additional
financial assistance in support of activities related to the Original Project by providing a
credit in an amount equivalent to thirty-five million five hundred thousand Special
Drawing Rights (SDR 35,500,000) (“First Additional Financing”);

        (C) The Recipient has requested the Association for additional financing to fill the
financing gap that has emerged for purposes of implementation of the Original Project;

        (D) The Association has agreed to provide additional financial assistance in
support of activities related to the Original Project and described in Schedule 1 to this
Agreement (“Project”) by providing a credit in an amount equivalent to eleven million four
hundred thousand Special Drawing Rights (SDR 11,400,000) (“Second Additional
Financing”), on the basis, inter alia, of the foregoing to extend such additional assistance
to the Recipient upon the terms and conditions set forth in this Agreement.

        NOW THEREFORE the Recipient and the Association hereby agree as follows:

             ARTICLE I — GENERAL CONDITIONS; DEFINITIONS

1.01.   The General Conditions (as defined in the Appendix to this Agreement) apply to
        and form part of this Agreement.

1.02.   Unless the context requires otherwise, the capitalized terms used in this Agreement
        have the meanings ascribed to them in the General Conditions or in the Appendix
        to this Agreement.
                                           -2-


                             ARTICLE II — FINANCING

2.01.   The Association agrees to extend to the Recipient a credit, which is deemed as
        Concessional Financing for purposes of the General Conditions, in an amount
        equivalent to eleven million four hundred thousand Special Drawing Rights
        (SDR 11,400,000) (variously, “Credit” and “Financing”), to assist in financing the
        project described in Schedule 1 to this Agreement (“Project”).

2.02.   The Recipient may withdraw the proceeds of the Financing in accordance with
        Section III of Schedule 2 to this Agreement.

2.03.   The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%)
        per annum on the Unwithdrawn Financing Balance.

2.04.   The Payment Dates are April 15 and October 15 in each year.

2.05.   The principal amount of the Credit shall be repaid in accordance with the
        repayment schedule set forth in Schedule 3 to this Agreement.

2.06.   The Payment Currency is Dollar.

                             ARTICLE III — PROJECT

3.01.   The Recipient declares its commitment to the objective of the Project. To this end,
        the Recipient shall carry out the Project in accordance with the provisions of
        Article V of the General Conditions and Schedule 2 to this Agreement.

               ARTICLE IV — EFFECTIVENESS; TERMINATION

4.01.   The Effectiveness Deadline is the date one hundred eighty (180) days after the
        Signature Date.

4.02.   For purposes of Section 10.05(b) of the General Conditions, the date on which the
        obligations of the Recipient under this Agreement (other than those providing for
        payment obligations) shall terminate is twenty years after the Signature Date.

                ARTICLE V — REPRESENTATIVE; ADDRESSES

5.01.   The Recipient’s Representative is its minister in charge of economy and finance.

5.02.   For purposes of Section 11.01 of the General Conditions:
                                             -3-


        (a)    the Recipient’s address is:

               Ministry of Economy and Finance
               PO Box 61
               101 Antananarivo
               Republic of Madagascar; and

        (b)    the Recipient’s Electronic Address is:

               E-mail: tresorddp@gmail.com

5.03.   For purposes of Section 11.01 of the General Conditions:

        (a)    the Association’s address is:

               International Development Association
               1818 H Street, N.W.
               Washington, D.C. 20433
               United States of America; and

        (b)    the Association’s Electronic Address is:

               Telex:                   Facsimile:

               248423 (MCI)             1-202-477-6391
                                     -4-



AGREED as of the Signature Date.

                      REPUBLIC OF MADAGASCAR


                      By

                                   _____________________________________/s1/
                                                 Authorized Representative
                                                Rindra Hasimbelo Rabarinirinarison
                                       Name: __________________________/n1/
                                                                              des Finances
                                                   Ministre de l'Economie et /t1/
                                           Title: __________________________
                                                  12-Jun-2024
                                           Date: __________________________ /d1/




                      INTERNATIONAL DEVELOPMENT ASSOCIATION


                      By

                                   _____________________________________/s2/
                                                Authorized Representative
                                                Atouseck
                                       Name: __________________________/n2/
                                                   Country Manager
                                           Title: __________________________ /t2/
                                                 11-Jun-2024
                                           Date: __________________________/d2/
                                           -5-


                                     SCHEDULE 1

                                  Project Description

         The objective of the Project is to enhance urban living conditions and flood
resilience in selected low-income neighborhoods of Greater Antananarivo and to improve
the Recipient’s capacity to respond promptly and effectively to an Eligible Crisis or
Emergency.

       The Project consists of the following parts under the Original Project:

Part 1. Improving Urban Drainage, Services and Resilience in Targeted Areas

1.1    Improvements of Canal, Drainage and Sanitation Infrastructure. Support to
       the Recipient to ensure flood risk mitigation through structural measures by
       financing public infrastructure investments for flood mitigation and drainage
       improvements, including: (i) No-Regret Priority Engineering Solutions identified
       by the Recipient, including inter alia, (a) the dredging from the bottom of Canal
       C3; and (b) the rehabilitation of Canal C3 and the retention ponds, the
       rehabilitation of the dikes, the rehabilitation of the pumping stations, the
       rehabilitation of embankments, connected roads, pathways and footbridges, urban
       infrastructure along Canal C3, hydraulic structures and related works; (ii)
       consulting services for the preparation of the engineering designs and supervision,
       and Safeguards Documents; (iii) in-kind resettlement compensation costs related
       to        the        impact         of         above-mentioned         investments;
       (iv) cash compensation costs related to resettlement; (v) construction of
       resettlement sites; and (vi) construction of a dedicated sludge disposal site.

1.2    Neighborhood Upgrading. Support to the Recipient to finance: (i) urban
       infrastructure investments using a No-Regret Urban Upgrading Approach and a
       Structural Urban Upgrading Approach in the Targeted Areas, such investments to
       be identified through the participatory preparation of the Detailed Urban Plan for
       the Targeted Areas, and aimed at: (a) mobility and accessibility; (b) access to basic
       services; (c) public and recreational spaces; and (d) building resilience; and
       (ii) consulting services for the preparation of the Target Areas Detailed Urban Plan,
       engineering designs and supervision efforts, social analysis, behavioral audit,
       stakeholders’ mapping and engagement plan and safeguards related instruments;
       (iii) in-kind resettlement compensation costs related to the impact of above-
       mentioned investments; and (iv) cash compensation costs related to resettlement.

1.3    Citizen Engagement. Support to the Recipient to establish and implement a
       system of sustainable citizen engagement to contribute both to the sustainability of
       infrastructure and investments in the Project's Targeted Areas and strengthen
       citizen participation, through: (i) technical assistance to support the establishment
       of Local Consultation Structures (LCS) for promoting inclusive participation of all
                                             -6-


         local stakeholders; (ii) the development of a Stakeholder Engagement Plan (SEP)
         to ensure the participation and the commitment of all stakeholders; (iii) the
         development and implementation of the GRM; (iv) the carrying out of bi-annual
         Beneficiaries Feedback Survey and public disseminations activities of the project;
         and (v) capacity building for local communities for disaster preparedness.

 Part 2. Strenghtening Institutional Capacity for Resilient Urban Governance

 2.1     Strengthening capacity for Inclusive and Resilient Urban Management. Support
         to the Recipient to: (i) assist the Ministry of Decentralization and Planning (MDAT)
         and Commune Urbaine d'Antananarivo (CUA) to internalize the recommendations
         of the Detailed Urban Plan and the GA Urban Master Land Use Plan through the
         development of a monitoring and evaluation instrument for urban growth and a
         training and capacity building program; and (ii) prepare an Integrated Slum
         Upgrading Strategy and Affordable Housing Strategy for Greater Antananarivo.

 2.2     Municipal Management Support to the Recipient to modernize public sector
         management by undertaking policy reforms aimed at: (i) increasing local revenue
         mobilization while promoting transparency and accountability and oversight
         mechanisms; and (ii) improving human resources processes and systems.

 2.3     Capacity Enhancement and Sector Reform for Environmental Sanitation
         Support to the Recipient to improve financing mechanisms for better storm water
         drainage and flood protection service delivery, establish clearer responsibilities of
         the key agencies in managing and operating the city flood control and drainage
         systems; and enhance the capacity of SAM to provide reliable solid waste
         management, through: (i) carrying out of the APIPA study and the canal -dike
         maintenance plan; (ii) technical assistance for primary solid waste collection and
         coordination with SMA; (iii) elaboration and adoption of a solid waste
         management system and strategy; (iv) technical assistance to the IUWM Platform
         for APIPA and SMA reforms to strengthen each agency’s capacity and streamline
         their roles and responsibilities; and (v) support of sector reforms identified by the
         IUWM Platform.

Part 3. Project Management, Coordination, Monitoring and Evaluation
        Support to the Recipient for: (i) incremental Operating Costs (including delegated
        contract management costs); (ii) fiduciary activities; (iii) audit, complaints and
        grievances mechanism, studies and assessments required under various project
        components; (iv) communication; and (v) monitoring (including of safeguards
        processes) and evaluation.

Part 4. Contingent Emergency Response
        Providing immediate response to an Eligible Crisis or Emergency, as needed.
                                            -7-


                                     SCHEDULE 2

                                   Project Execution

Section I.      Implementation Arrangements

A.      Institutional Arrangements

        The Recipient shall, throughout Project implementation, maintain the following
        institutional arrangements, as further described in the PIM:

1.      The Recipient shall vest overall responsibility for Project implementation in the
        Ministry in charge of Territorial Planning.

2.      Project Steering Committee

        (a)     The Recipient shall, at all times during Project implementation, maintain
                the Project Steering Committee (“PSC”) with composition and mandate
                acceptable to the Association.

        (b)     The PSC shall be chaired by the Recipient’s Ministry in charge of Territorial
                Planning and composed of, inter alia, representatives from the Ministries in
                charge of Economy and Finance, Agriculture, Interior and Decentralization,
                Water-Sanitation-Hygiene, Population, Social Protection and Women,
                Environment and Sustainable development, the Commune Urbaine
                d’Antananarivo, the Communes de Bemasoandro, Anosizato and
                Andranonahoatra, representatives of APIPA, SMA, representatives of
                districts and the Urban Planning Agency of the Greater Antananarivo.

        (c)     The PSC shall be responsible for providing overall strategic guidance,
                general oversight of Project implementation, performance monitoring,
                cross-sectoral coordination and consistency with sector policy and
                strategies, the approval of Annual Work Plans and Budgets, procurement
                plans, annual audit reports and progress reports.

        (d)     The PSC shall meet at least twice annually.

3.      Project Management Unit

        (a)     The Recipient shall, at all times during Project implementation, maintain
                the Project Management Unit (“PMU”) with composition and mandate
                acceptable to the Association.

        (b)     The PMU shall, at all times during Project implementation, retain the
                following staff, inter alia, each with terms of reference, qualifications and
                experience satisfactory to the Association: (i) a coordinator; (ii) an
                                         -8-


             accountant; (iii) a financial management specialist; (iv) a procurement
             specialist; (v) an environmental safeguards specialist; (vi) a social
             safeguards specialist; and (vii) a monitoring and evaluation specialist, and
             other such staff as may be necessary for Project implementation.

     (c)     The PMU shall be responsible for the following activities inter alia:
             (i) project implementation and day to day management of project activities
             including     coordination,   fiduciary    management,     procurement,
             environmental and social impact mitigation, and the preparation of IFRs
             and project reports; (ii) managing technical inputs from line ministries,
             municipalities and relevant technical agencies; (iii) preparation of
             consolidated technical and financial project reports; and (iv) ensuring
             dissemination of lessons learned.

B.   PIM

1.   The Recipient shall carry out the Project in accordance with an updated Project
     Implementation Manual (“PIM”), which shall be updated no later than one (1)
     month after the Effective Date, in form and substance acceptable to the
     Association.

2.   The PIM shall contain detailed arrangements, procedures and mechanisms for:
     (a) institutional coordination and Project implementation; (b) the roles and
     responsibilities of all involved stakeholders; (c) Project budgeting, accounting,
     disbursement and financial management; (d) capacity building activities;
     (e) procurement; (f) safeguards; (g) monitoring, evaluation, reporting and
     communication; and (h) other such administrative, financial, technical and
     organizational arrangements and procedures as shall be required for purposes of
     implementing the Project.

3.   Except as the Association shall otherwise agree, the Recipient shall not assign,
     amend, abrogate the PIM, or any provision thereof.

4.   In the event of any conflict between the provisions of the PIM and those of this
     Agreement, the provisions of this Agreement shall prevail.

C.   Annual Work Plans and Budgets

1.   Each year the Recipient shall prepare a draft annual work plan and budget for the
     Project (including Training and Operating Costs) for each subsequent year of
     Project implementation, of such scope and detail as the Association shall have
     reasonably requested.

2.   The Recipient shall furnish to the Association, not later than November 30 of each
     year, the annual work plans and budgets approved by the Project Steering
                                           -9-


     Committee for the Association’s review and approval; except for the annual work
     plan and budget for the Project for the first year of Project implementation, which
     shall be furnished no later than one (1) month after the Effective Date. Only the
     activities included in an annual work plan and budget expressly approved by the
     Association (each an “Annual Work Plan and Budget”) are eligible to be financed
     from the proceeds of the Financing.

3.   Training shall be carried out on the basis of Annual Work Plans and Budgets,
     which shall, inter alia, identify: (a) particulars of the training envisaged; (b) the
     personnel to be trained; (c) the selection methods and criteria of the institution or
     individuals conducting such training; (d) the institution conducting such training
     if identified; (e) the purpose and justification for such training; (f) the location and
     duration of the proposed training; and (g) the estimate of the cost of such training.

4.   The Recipient shall ensure that the Project is carried out in accordance with the
     Annual Work Plans and Budgets.

5.   Annual Work Plans and Budgets may be revised as needed during Project
     implementation subject to the Association’s prior approval.

D.   Contractual Arrangements

1.   The Recipient shall, for the purposes of carrying out of Parts 1.1 and 1.2 of the
     Project, maintain throughout Project implementation, and update no later than one
     (1) month after the Effective Date to reflect this Financing, the Delegated Contract
     Management Agreement (“Management Agreement”) with the Service Provider,
     signed on March 26, 2019, whose form and substance is satisfactory to the
     Association; (b) ensure that all Project activities to be undertaken by the Service
     Provider under the Management Agreement shall be carried out with due diligence
     and efficiency and in accordance with sound technical, financial, procurement and
     managerial standards and practices acceptable to the Association; and (c) exercise its
     rights and carry out its obligations under the Management Agreement in such a
     manner as to protect the interests of the Recipient and the Association and to
     accomplish the purposes of the Financing.

2.   The Management Agreement shall include the following provisions:

     (a)     The obligation of the Service Provider to:

             (i)      carry out its activities under the Management Agreement with due
                      diligence and efficiency and in accordance with sound technical,
                      economic, financial, managerial, environmental and social
                      standards and practices satisfactory to the Association;
                                          -10-


              (ii)     carry out its obligations under the Management Agreement in such
                       a manner as to protect the interests of the Recipient and the
                       Association and to accomplish the purposes of the Financing;

              (iii)    maintain policies and procedures, which are adequate to enable it
                       to monitor and evaluate the progress of the Activities carried out
                       under the Management Agreement; and

              (iv)     maintain a financial management system and prepare financial
                       statements in accordance with consistently applied accounting
                       standards acceptable to the Association, both in a manner
                       adequate to reflect the operations, resources and expenditures
                       related to Activities carried out under the Management
                       Agreement.

(b)   The right of the Recipient and the Association to:

              (i)      request an audit of the financial statements of the Activities
                       carried out under the Management Agreement by independent
                       auditors acceptable to the Association in accordance with
                       consistently applied auditing standards acceptable to the
                       Association and the prompt transmission of the financial
                       statements as so audited to the Recipient and the Association;

              (ii)     inspect the Activities carried out under the Management
                       Agreement, and any relevant records and documents; and

              (iii)    obtain all such information as the Recipient or the Association
                       shall reasonably request relating to the foregoing to be prepared
                       and furnished to the Recipient and the Association.

3.    Except as the Association shall otherwise agree, the Recipient shall not assign,
      amend, abrogate or waive the Management Agreement or any provision thereof,
      or permit to be assigned, amended, abrogated or waived the aforementioned or any
      provision thereof.

4.    In case of any conflict between the terms of the Management Agreement and those
      of this Agreement, the terms of this Agreement shall prevail.

E.    Safeguards

1.    The Recipient shall ensure that all terms of reference for any technical assistance
      or studies carried out under the Project are consistent with the Association’s social
      and environmental safeguard policy requirements, as well as the Recipient’s own
      environmental and social laws and regulations.
                                         -11-


2.   The Recipient shall thereafter ensure that the Project shall be implemented in
     accordance with the guidelines, procedures, timetables and other specifications set
     forth in the Safeguards Documents as well as the plans necessary for the
     implementation of Part 1.2 of the Project.

3.   Except as the Association shall otherwise agree in writing and subject to
     compliance with applicable consultation and public disclosure requirements of the
     Association, the Recipient shall not abrogate, amend, repeal, suspend or waive any
     provisions of any of the Safeguards Documents, nor shall it permit any other entity
     participating in the implementation of the Project to do so.

4.   Without limitation upon its other reporting obligations under this Agreement, the
     Recipient shall collect, compile and submit to the Association, on a semi-annual
     basis, reports on the status of compliance with the Safeguards Documents, giving
     details of: (a) measures taken in furtherance of the Safeguards Documents;
     (b) conditions, if any, which interfere or threaten to interfere with the smooth
     implementation of the Safeguards Documents; and (c) remedial measures taken or
     required to be taken to address such conditions, including but not limited to the
     implementation of a GRM.

5.   In the event that any provision of the Safeguards Documents shall conflict with
     any provision under this Agreement, the terms of this Agreement shall prevail.

6.   The Recipient shall ensure, and cause the Service Provider to ensure, that no works
     for construction or rehabilitation under Part 1.1 shall commence until all measures
     required to be taken under the Safeguards Documents have been taken in
     accordance with the terms of said documents, and in a manner acceptable to the
     Association. For that purpose, and without limitation to the foregoing, the
     Recipient shall ensure that, prior to the start of works in Targeted Areas under Part
     1.1, the resettlement sites are operational in compliance with the terms of the
     Safeguards Documents and acceptable to the Association.

F.   Financial Management

     Intentionally left blank for purposes of this Agreement.

G.   Contingency Emergency Response

     In order to ensure the proper implementation of Part 4 of the Project, the immediate
     response mechanism part (“IRM Part”), the Recipient shall take the following
     measures.

1.   The Recipient shall:
                                        -12-


     (a)     prepare and furnish to the Association for its review and approval, an
             operations manual which shall set forth detailed implementation
             arrangements for the IRM Part, including: (i) designation of, terms of
             reference for and resources to be allocated to, the entity to be responsible
             for coordinating and implementing the IRM Part (“Coordinating
             Authority”); (ii) specific activities which may be included in the IRM Part
             Eligible Expenditures required therefor (“Emergency Expenditures”), and
             any procedures for such inclusion; (iii) financial management
             arrangements for the IRM Part; (iv) procurement methods and procedures
             for Emergency Expenditures to be financed under the IRM Part;
             (v) documentation required for withdrawals of Emergency Expenditures;
             (vi) environmental and social safeguard management frameworks for the
             IRM Part, consistent with the Association’s policies on the matter; and
             (vii) any other arrangements necessary to ensure proper coordination and
             implementation of the IRM Part;

     (b)     afford the Association a reasonable opportunity to review said proposed
             operations manual;

     (c)     promptly adopt such operations manual for the IRM Part as shall have
             been approved by the Association (“IRM Operations Manual”);

     (d)     ensure that the IRM Part is carried out in accordance with the IRM
             Operations Manual; provided, however, that in the event of any
             inconsistency between the provisions of the IRM Operations Manual and
             this Agreement, the provisions of this Agreement shall prevail; and

     (e)     not amend, suspend, abrogate, repeal or waive any provision of the IRM
             Operations Manual without prior approval by the Association.

2.   The Recipient shall, throughout the implementation of the IRM Part, maintain the
     Coordinating Authority, with adequate staff and resources satisfactory to the
     Association.

3.   The Recipient shall undertake no activities under the IRM Part (and no activities
     shall be included in the IRM Part) unless and until the following conditions have
     been met in respect of said activities:

     (a)     the Recipient has determined that an Eligible Crisis or Emergency has
             occurred, has furnished to the Association a request to include said
             activities in the IRM Part in order to respond to said Eligible Crisis or
             Emergency, and the Association has agreed with such determination,
             accepted said request and notified the Recipient thereof; and
                                            -13-


        (b)      the Recipient has prepared and disclosed all safeguards instruments
                 required for said activities, in accordance with the IRM Operations
                 Manual, the Association has approved all such instruments, and the
                 Recipient has implemented any actions which are required to be taken
                 under said instruments.

Section II.      Project Monitoring, Reporting and Evaluation

The Recipient shall furnish to the Association each Project Report not later than one month
after the end of each calendar semester, covering the calendar semester.


Section III.     Withdrawal of the Proceeds of the Financing

A.      General

        Without limitation upon the provisions of Article II of the General Conditions and
        in accordance with the Disbursement and Financial Information Letter, the
        Recipient may withdraw the proceeds of the Financing to: (a) finance Eligible
        Expenditures; and (b) repay the Preparation Advance; in the amount allocated and,
        if applicable, up to the percentage set forth against each Category of the following
        table:

        Category              Amount of      Amount of       Amount of      Percentage of
                             the Original      the First     the Second     Expenditures
                              Financing      Additional      Additional          to be
                              Allocated       Financing       Financing        Financed
                            (expressed in     Allocated       Allocated      (inclusive of
                                SDR)        (expressed in   (expressed in       Taxes)
                              Credit No.         SDR)           SDR)
                              6245-MG        Credit No.      Credit No.
                                              6818-MG         7571-MG
 (1) Goods, works, non-      10,659,600      31,453,000                     100% upon full
     consulting services,                                    11,400,000     commitment of
     and consulting                                                          corresponding
     services for the                                                         expenditures
     Project, except                                                          commencing
     Canal C3 dredging                                                      with Credit No.
     works under Part                                                          6245-MG,
     1.1(i) (a), and Cash                                                     followed by
     Compensations                                                             Credit No.
     under Parts 1.1(iv)                                                    6818-MG, then
     and 1.2(iv)                                                             this Financing
 (2) Works related to            0          1,917,000                       100% upon full
     Canal C3 dredging                                            0         commitment of
                                            -14-


     under Part 1.1 (i) (a)                                              corresponding
     of the Project                                                       expenditures
                                                                          commencing
                                                                         with Credit No.
                                                                           6245-MG,
                                                                          followed by
                                                                           Credit No.
                                                                         6818-MG, then
                                                                         this Financing
 (3) Cash Compensation                                                   100% upon full
     for Resettlement                                            0       commitment of
     under:                                                               corresponding
    (a) Canal C3 works         640,400      2,130,000                      expenditures
        under Part 1.1 (i)                                                 commencing
        of the Project.                                                  with Credit No.
                                                                            6245-MG,
    (b) Pumping station
                                                                           followed by
        works under Part
                                  0                0                        Credit No.
        1.1 (i) of the
                                                                         6818-MG, then
        Project.
                                                                          this Financing
    (c) Urban
        infrastructure
        investments Part          0                0
        1.2 (i) of the
        Project.
 (4) Refund of                1,400,000            0             0           Amount
 Preparation Advance                                                         payable
                                                                           pursuant to
                                                                         Section 2.07(a)
                                                                         of the General
                                                                           Conditions
 (5) Emergency                35,500,000           0             0           100%
     Expenditures under
     Part 4 of the Project
(6) Unallocated               3,400,000            0             0       100%

 TOTAL AMOUNT                 51,600,000     35,500,000    11,400,000


B.       Withdrawal Conditions; Withdrawal Period

1.       Notwithstanding the provisions of Part A above, no withdrawal shall be made:

         (a)      for payments made prior to the Signature Date; or
                                       -15-


     (b)    for payments under Category 2 unless and until the sludge disposal site is
            operational, in accordance with the requirements of the Safeguards
            Documents, and acceptable to the Association; or

     (c)    for payments under Category 5 unless and until the Association is satisfied
            that the following conditions have been met, and has notified the Recipient
            accordingly:
            (i)     the Recipient has determined that an Eligible Crisis or Emergency
                    has occurred, has furnished to the Association a request to include
                    activities in the IRM Part of the Project in order to respond to said
                    Eligible Crisis or Emergency, and the Association has agreed with
                    such determination, accepted said request and notified the
                    Recipient thereof;
            (ii)    the Recipient has prepared and disclosed all Safeguards
                    Documents (or other required safeguards instruments) required
                    for said activities, and the Recipient has implemented any actions
                    required pursuant thereto, all in accordance with the provisions of
                    Section I. E of this Schedule;
            (iii)   the Recipient has ensured that the Coordinating Authority has
                    adequate staff and resources, in accordance with the provisions of
                    Section I.G.2 of this Schedule, for the purposes of activities in the
                    IRM Part of the Project; and
            (iv)    the Recipient has maintained the IRM Operations Manual
                    approved by the Association, in form and substance acceptable to
                    the Association pursuant to Section 1.G.1 of this Schedule.

2.   The Closing Date is June 30, 2025.
                                         -16-


                                    SCHEDULE 3

                                Repayment Schedule


               Date Payment Due                    Principal Amount of the Credit
                                                              repayable
                                                    (expressed as a percentage)*
 On each April 15 and October 15:

 commencing October 15, 2034 to and including                   1.25%
 April 15, 2074

* The percentages represent the percentage of the principal amount of the Credit to be
repaid, except as the Association may otherwise specify pursuant to renumbered Section
3.03(b) (originally numbered Section 3.05(b)) of the General Conditions.
                                           -17-


                                      APPENDIX

Section I.      Definitions

1.      “Affordable Housing Strategy for Greater Antananarivo” means a strategy led by
        MDAT, aiming at defining modalities, policies, and instruments (financial and
        technical) required to allow a larger number of low-income households access to
        decent housing.

2.      “Anti-Corruption Guidelines” means, for purposes of paragraph 5 of the Appendix
        to the General Conditions, the “Guidelines on Preventing and Combating Fraud
        and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants”,
        dated October 15, 2006 and revised in January 2011 and as of July 1, 2016.

3.      “APIPA” means Autorité pour la Protection contre les Inondations de la Plaine
        d’Antananarivo, the Antananarivo Flood Protection Agency.

4.      “Beneficiaries Feedback Survey” means the survey applied to beneficiaries of the
        project by the PMU once every six months in order to determine the level of
        satisfaction with the project’s implementation and impacts.

5.      “Canal C3 ESIA” means the ESIA prepared specifically for Canal C3.

6.      “Canal C3 RAP” means the RAP prepared specifically for Canal C3.

7.      “Cash Compensation for Resettlement” means cash to Eligible Households and
        Individuals for the purposes of compensating resettlement costs.

8.      “Category” means a category set forth in the table in Section III.A of Schedule 2
        to this Agreement.

9.      “Coordinating Authority” means the entity or entities designated by the Recipient
        in the IRM Operations Manual and approved by the Association pursuant to
        Section I.G of Schedule 2 to this Agreement, to be responsible for coordinating the
        IRM Part of the Project.

10.     “Delegated Contract Management Agreement” means the contract described in
        Section I.D of Schedule 2 to this Agreement.

11.     “Detailed Urban Plan” means a plan that showcases for a selected geographical
        area a more detailed guidance to implement, introduce modalities and phasing of
        urban development, with regards, among others, to land-use, infrastructure and
        service delivery, housing, mobility.
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12.   “Displaced Person” means a person who, on account of the execution of an activity
      under the Project, has experienced or is likely to experience direct economic and
      social impacts caused by: (a) the involuntary taking of land, resulting in:
      (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of
      income sources or means of livelihood, whether or not such person must move to
      another location; or (b) the involuntary restriction of access to legally designated
      parks and protected areas, resulting in adverse impacts on the livelihood of such
      person; “Displaced Persons” means all such persons.

13.   “E&S Panel” means the panel of independent environmental and social safeguard
      experts to be established to provide advice on safeguards matters arising in the
      course of Project implementation.

14.   “Eligible Crisis or Emergency” means an event that has caused, or is likely to
      imminently cause, a major adverse economic and/or social impact to the Recipient,
      associated with a natural or man-made crisis or disaster.

15.   “Eligible Households and Individuals” means households and individuals who
      meet the eligibility criteria to receive cash compensation for resettlement costs
      under the RAP.

16.   “Emergency Expenditure” means any of the Eligible Expenditures, including
      goods, works, non-consulting services, consulting services, Training, and
      Operating Costs, set forth in the IRM Operations Manual in accordance with the
      provisions of Section I.G of Schedule 2 to this Agreement and required for the
      activities included in the IRM Part of the Project.

17.   “ESIA” means “Environmental and Social Impact Assessment”, the Recipient’s
      documents entitled Étude d’Impact Environnemental et Social (EIES) des Travaux
      de remise en état des infrastructures de drainage et de protection contre les
      inondations – Version mise à jour and Étude d’Impact Environnemental et Social
      (EIES) du projet de site de confinement des boues de curage dated March 2019,
      and any subsequent ESIA prepared pursuant to the ESMF.

18.   “ESMF” means Environmental and Social Management Framework, the
      Recipient’s document entitled Cadre de Gestion Environnementale et Sociale:
      Rapport Final disclosed in-country, and on the Association’s website on April
      2018, containing policies, guidelines, codes of practice and procedures to be
      respected during Project implementation, and setting out the modalities to be
      followed in assessing the potential adverse environmental and social impacts of
      Project activities (including impacts on natural habitat, forests, and physical
      cultural resources, pest management and risks of gender-based violence and sexual
      exploitation and abuse) and the measures to be taken to offset, reduce or mitigate
      such adverse impacts (including measures that endeavor to prevent and respond to
      gender-based violence and sexual exploitation and abuse); as well as for the
                                          -19-


      preparation of environmental and social management plans, as such framework
      may be amended by the Recipient from time to time, with the prior written
      agreement of the Association.

19.   “First Additional Financing” means the additional financing for the Original
      Project granted by the Association on December 18, 2020 in an amount of SDR
      35,500,000.

20.   “First Additional Financing Agreement” means the financing agreement for the
      First Additional Financing, as amended, as such agreement dated December 18,
      2020, has been entered into between the Recipient and the Association (Credit No.
      6818-MG).

21.   “GA” means Greater Antananarivo.

22.   “GA Urban Master Land Use Plan” means a plan, covering the entire
      GA geographical area, defining the diverse uses of land across the GA to guide
      more optimized urban growth.

23.   “General Conditions” means the “International Development Association General
      Conditions for IDA Financing, Investment Project Financing”, dated December
      14, 2018 (Last revised on July 15, 2023), with the modifications set forth in Section
      II below.

24.   “GRM” means the Grievance Redress Mechanism of the Project or any other such
      mechanism established pursuant to the provisions of Section I.E of Schedule 2 to
      this Agreement.

25.   “Immediate Response Mechanism Operations Manual” or “IRM Operations
      Manual” means the operations manual referred to in Section I.G of Schedule 2 this
      Agreement, to be adopted by the Recipient for the IRM Part of the Project in
      accordance with the provisions of said Section.

26.   “Integrated Slum Upgrading Strategy for Greater Antananarivo” means a
      harmonized strategy that defines policies, instruments (financial, technical), and
      social modalities and dynamics required for better government and multi-
      stakeholder interventions in slum upgrading efforts.

27.   “IRM Part of the Project” or “IRM Part” means Part 4 of the Project.

28.   “IUWM” means integrated urban water management.

29.   “IUWM Platform” means a multi-stakeholder, multi-agency platform created by
      MDAT Ministerial decree.
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30.   “Local Consultation Structures” or “LCS” means local platforms for dialogue and
      consultation organized by the municipality among all local stakeholders involved
      in local development issues in accordance with the Ministry of Decentralization
      and Interior decree for LCS (Decree No. 2015-957).

31.   “Ministry in charge of Territorial Planning” or “MDAT” means Ministère de la
      Décentralisation et de l'Aménagement du Territoire, the Recipient’s ministry in
      charge of decentralization and planning, or any successor thereto, including as
      successor to the Ministry of Land Planning and Public Works (MATP) for
      purposes of the Original Financing Agreement and the Additional Financing
      Agreement.

32.   “No-Regret Priority Engineering Solutions” means those priority engineering
      works identified by the Government required to repair, rebuild, or stabilize
      drainage or flood protection infrastructure within the target area.

33.   “No-Regret Urban Upgrading Approach” means the modality to define quick win
      investments that can be implemented in a very short timeframe under Part 1.2 of
      Schedule 1 of the Agreement.

34.   “Operating Costs” means the incremental expenses incurred on account of Project
      implementation, consisting of reasonable expenditures for vehicle operation and
      maintenance, communication and insurance costs, banking charges, rental
      expenses, office (and office equipment) maintenance, utilities, document
      duplication/printing, consumables, travel cost and per diem for Project staff for
      travel linked to the implementation of the Project, and salaries of contractual staff
      for the Project (but excluding salaries of officials of the Recipient's civil service).

35.   “Original Financing Agreement” means the financing agreement for the Original
      Project between the Recipient and the Association, dated June 1, 2018, as amended
      (Credit No. 6245-MG).

36.   “Original Project” means the Project described in Schedule 1 to the Original
      Financing Agreement.

37.   “PIM” means Project Implementation Manual, the manual described in
      Section I.B of Schedule 2 to this Agreement adopted on March 15, 2019.

38.   “PMU” means the Project Management Unit, described in Section I.A.3 of
      Schedule 2 to this Agreement.

39.   “Procurement Regulations” means, for purposes of paragraph 85 of the Appendix
      to the General Conditions, the “World Bank Procurement Regulations for IPF
      Borrowers”, dated September 2023, except as otherwise provided in the Original
                                        -21-


      Financing Agreement or the First Additional Financing Agreement, for contracts
      awarded before the Signature Date.

40.   “RAP” means “Resettlement Action Plan”, the Recipient’s documents entitled
      Plan d’Action de Réinstallation (PAR) des Travaux de remise en état des
      infrastructures de drainage et de protection contre les inondations – Version mise
      a jour, dated March 2019, and Plan d’Action de Réinstallation (PAR) du projet de
      site de confinement des boues de curagedated July 2019, and any subsequent ESIA
      prepared pursuant to the RPF prepared and disclosed in-country and on the
      Association’s website, with respect to an activity included under an Annual Work
      Plan and Budget, which, inter alia: (i) outlines the policies and procedures to be
      implemented under the Project that have potentially negative impacts on the
      livelihoods, assets and land of the affected persons, as the said plan may be
      amended and/or supplemented from time to time with the prior written consent of
      the Association, and such term includes any schedules to such document;
      (ii) contains a census survey of Displaced Persons and valuation of their assets;
      (iii) describes compensation and other resettlement assistance to be provided,
      consultation to be conducted with Displaced Persons about acceptable alternatives,
      institutional responsibilities for the implementation and procedures for grievance
      redress, and arrangements for monitoring and evaluation; and (iv) contains a
      timetable and budget for the implementation of such measures.

41.   “RPF” means “Resentment Policy Framework” the Recipient’s framework
      disclosed in-country, and on the Association’s website on April 2018, and setting
      forth the modalities for resettlement and compensation of, inter alia, Displaced
      Persons, including guidelines for the preparation of any RAP under the Project, as
      said framework may be amended from time to time with the agreement of the
      Association.

42.   “Safeguards Documents” means collectively the ESMF, RPF and any
      Supplemental Safeguards Documents.

43.   “SAMVA” means the Service Autonome de Maintenance de la Ville
      d’Antananarivo.

44.   “Second Additional Financing” means the additional financial assistance in
      support of activities related to the Original Project that is granted through this
      financing agreement.

45.   “Service Provider” means Agence d’Exécution des Travaux d’Intérêt Public et
      d’Aménagement (AGETIPA).

46.   “Signature Date” means the later of the two dates on which the Recipient and the
      Association signed this Agreement and such definition applies to all references to
      “the date of the Financing Agreement” in the General Conditions.
                                            -22-


47.     “SMA” means the Société Municipale d'Assainissement, as legal successor to
        SAMVA for purposes of the Project.

48.     “Stakeholder Engagement Plan” or “SEP” means a plan developed by the PMU to
        ensure the participation and commitment of all stakeholders to the project
        objectives during project implementation.

49.     “Structural Urban Upgrading Approach” means the modality to choose and
        prioritize investments recommended by the Detailed Urban Plan to ensure
        structural and more consequential impact in the targeted project area.

50.     “Supplemental Safeguards Documents” means the Canal C3 ESIA, the Canal C3
        RAP and any ESIA and RAP prepared pursuant to the requirements of the ESMF
        and the RPF.

51.     “Targeted Areas” means project area defined covering the first and fourth
        arrondissements of the CUA as well as the neighboring communes of
        Bemasoandro, Andranonahoarta, and Anosizato Andrefana.

52.     “Training” means expenses incurred by the Recipient under the Project for
        workshops and training including purchase and publication of materials, rental of
        facilities, course fees, study tours and travel and subsistence for participants,
        trainees and trainers.

Section II.     Modifications to the General Conditions

        The General Conditions are hereby modified as follows:

        1.      Section 3.03 (Service Charge) and Section 3.04 (Interest Charge) are
        deleted in their entirety and the remaining Sections in Article III are renumbered
        accordingly, and all references to the Sections of Article III in any provision of the
        General Conditions are understood to be to such renumbered Sections.

2.      Paragraph 66 (Interest Charge) in the Appendix is modified to read as follows:

        “66. “Interest Charge” means the interest charge for the purpose of Section 3.07.

3.      Paragraph 100 (Service Charge) in the Appendix is deleted in its entirety and the
        subsequent paragraphs are renumbered accordingly, and any reference to “Service
        Charge” or “Service Charges” in any provision of the General Conditions is
        deleted.
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Section III.   Amendment to the Original Financing Agreement and the First
        Additional Financing Agreement

   1. Schedule 1 in the Original Financing Agreement and the First Additional
      Financing Agreement is amended and replaced with Schedule 1 in this Agreement.

   2. Sections I.A. and I.B. 2 of Schedule 2 of the Original Financing Agreement and
      the First Additional Financing Agreement, and the corresponding definitions in
      Appendix, are hereby amended and replaced with Sections I.A. and I.B.2 of
      Schedule 2 and the corresponding definitions in the Appendix in this Agreement.

   3. The table in Schedule 2 Section III of the Original Financing Agreement and of
      the First Additional Financing Agreement is amended and replaced with the table
      in Schedule 2 in this Agreement.

   4. Schedule 2 Section III.B.2 of the Original Financing Agreement and of the First
      Additional Financing Agreement is amended and replaced with the closing date in
      Schedule 2 Section III.B.2 in this Agreement.